A/N:Please google "The Last" by Wong Fu Productions and give it a watch before you read this. This fanfiction is quite the literal adaptation of that short film, Faberry style. A lot of the back and forth dialogue between Quinn and Rachel is straight from the short. I tried to use as many original ideas, scenes, and/or narration as I could to make it more my own, but it certainly remains very true to the original.

The Last

Rachel lay awake, the crisp, white backdrop of her pillow outlining the dark curls spread around her head. Across the room, her window was cracked, open to the beautiful early spring day beyond. The curtains fluttered in a cool breeze that traveled across the room and brought the faint sounds of the city to her ears. A smile crossed Rachel's face as her eyelids fluttered, her gaze shifting to the girl whose body rested so near to her own heartbeat. The strong yet delicate fingers that lay sprawled gently across her ribcage twitched the slightest bit, and Rachel's smile widened as she leaned to press her lips against her lover's forehead.

"I love you," she whispered, knowing that the other girl was awake enough to hear her words, if only just.

A smile shifted the waking girl's lips into an upward tilt that made Rachel's insides churn with a swarm of lovely butterflies. But in a matter of half-seconds, her blonde-headed counterpart was pushing up and away from Rachel, a softly muttered "Hi" escaping her throat as she sat up.

Immediately, the creased forehead and subtly upside-down smile had Rachel worriedly sitting up. "Quinn?" Rachel questioned, nervous to hear what words could possibly fall from the perfect lips of the girl in front of her but simultaneously prepared for anything.

Because that's what being in love did to you. It made you ready to face the world. And the world, in that moment, was just Quinn and just Rachel and just the curtains fluttering in the soft breeze. Rachel could handle that, she knew; she could handle it for all of time.

"How many…" Quinn started, her voice trailing away as she brought one knee up under her chin. A fragile, almost-shy smile formed on her lips. Rachel was silent, still, and waiting patiently. "How many were there before me?"

"What do you mean?" Rachel asked, truthfully, and perhaps a bit blissfully, unaware of what the angel before her could be asking.

Quinn shifted closer, the fingers of her right hand pressing against Rachel's ankle underneath the sheets they had made love between the night before. "How many people have you loved before me?"

"Loved?" Rachel questioned, her eyebrows raising slightly, and not for lack of comprehension of the word but for momentary lapse of understanding how to answer. Her gaze shifted from Quinn's searching eyes across the room to the fluttering curtains as her mind raced backwards in time. "Five," she finally proclaimed, her eyes finding Quinn's once more. "I loved five people before you."

"What were their names?" Quinn asked.

Rachel smiled fondly in remembrance, her mind already racing through the stacks of memories in her mind.

"Who, What, When, Where, Why."

The smile Quinn had now was a mix of emotions that Rachel hated seeing on her lover's face – uncertainty, doubt, and a bit of nervousness were all rolled into one. But before Quinn's next words even left her lips, Rachel knew that these were stories she had to tell, and Quinn's question fell right into Rachel's lap.

"Can you tell me about them?"

Rachel smiled and leaned back slightly, prepared to spend the rest of her life in storytelling mode if that's what it took.

Who

A dance studio filled Rachel's mind. The smiling face of a beautiful boy. The certainty of finding a kindred spirit, even if for only a little while.

Who I loved was a boy from college.

Rachel watched him practice his pointe positions in her mind. First. Second. Third. Fourth. So on and so forth.

We weren't exactly close, I guess. But as close as a freshman could be with an upperclassman who seemed to run the entire theatre department on his charming smile alone. Not that his talent level wasn't nearly on par with mine, because it was.

They danced together, an interpretive number that would have been difficult if Rachel hadn't been paired with such an outstanding partner. She considered herself lucky, then, with his strong hands wrapped securely around her waist, lifting her effortlessly into the air.

I didn't really know him well, to be honest, so it wouldn't be wrong to say that I fell in love with the persona of Who I thought he was. Popular. Talented. Certainly attractive. Passionate for his art… I wasn't alone in my fantasizing over him. He could have had anyone as his lover, his partner, or his dopey-eyed admirer… But he chose me, on occasion, to be his friend.

The classroom filled with students in Rachel's sharply clear memory, and as the teacher began to lecture on something that Rachel was sure had been important but just couldn't quite recall, Who stepped closer to her, nudging at her toes with his own and smiling a goofy smile, just to see her smile back.

That was why I loved him, Rachel recounted to Quinn, even if for only a little while.

What

A coffee shop came next in Rachel's mental slideshow. The face she saw before her now was smiling brightly, happy to be joined by her presence, by the perfection of what they could have been together.

What I loved was an old friend. But that's almost wrong for me to say, because he was always so much more than just a friend. We met in high school, almost dated more than once – but when you hear people say that timing is everything, they certainly aren't wrong.

Rachel sat cattycorner next to him at the table they were sharing. Every once in awhile, her hand would reach out to touch his knee as they laughed or reminisced or allowed a few tears to leak out of the corners of their eyes at the memories they shared; and each time her fingertips touched the pressed denim of his jeans, feeling the warmth of his body beneath, his hand would soon follow, delicately touching Rachel's skin and covering it with his own.

We kept in touch well beyond high school, and he even played his own role in helping me chase after my dreams. For that – and for plenty of other reasons – I fell in love with him, and not just the idea of him; we grew together, changed together, saw each other fall in and out of love with other people. If the world had been a different place, if a butterfly had flapped its wings differently, perhaps, we might have been everything to each other.

But, as always, Rachel pulled her hand back into her lap time after time. And they would smile at each other again, some space back in place between them. The smiles were always a little sadder, a little laced with the what ifs and might have beens that they each occasionally wondered about when they were apart and that seemed so stingingly obvious when they were together.

What and I, we were almost perfect. But the world kept spinning merrily on its way, and the compatibility that existed between us wasn't enough to overcome the fact that we had truly terrible timing. We always had significant others when the other person was single, but What I loved about him and vice versa… It was never enough to leave who we were with, never enough to fight for What could have been.

In her memory, Rachel stood and backed away from the table, disappearing out of the shop and onto the sidewalk. With one final glance back, Rachel gazed at What could have been one of her greatest missed opportunities in life – or maybe not.

The perfection of What we could have been together just wasn't ever enough.

When

Football stadium bleachers rose up in Rachel's mind, and her heart soared with a youthful innocence that she hadn't bothered to recollect for quite some time. And there, sitting amongst the red and white plastic rows of seating, was the girl Rachel had fallen for before all the others. Theirs was a nostalgic love, preserved in the perfect kinds of memories, the kind that you don't let yourself relive; you just occasionally go back and gaze longingly at them, fondly, from a safe distance. It was the first time Rachel had been in love, and first loves only happen once in a lifetime.

When I loved was my first girlfriend – my first anything, really.

When's eyes were piercing and fierce, and they connected with Rachel's through time and distance to take her back to memories that she could never forget. She smiled, and Rachel smiled too in an effortless kind of way. The fauxhawk of hair on top of When's head was dyed purple in this memory, though Rachel could recall a rainbow of colors over their time together.

We were in high school, and we shared a lot of firsts. First kisses and first classes ditched and the first time my dads caught me saying goodbye for an overly long time on the front porch after a date… She was radical and wonderful and had a sense of adventure that I cherished being a part of.

They snuck out of class together to watch matinee films, out of windows late at night to kiss beneath the stars… They laughed and touched hands to cheeks and pressed lips to lips and smiled sweetly at each other anytime they got the chance.

When had a tough persona that she presented to the world, but it faded away when she was alone with me, when it was just us. I loved her for that.

But their time together was always filled with happiness and nothing more, the sometimes-sadness of reality never touching what they were to each other. And maybe that was why they didn't last; because the tiny world they made in each other's love wasn't strong enough to stand up to the harsh reality of the world outside.

High school was a time of innocence, and ours was spent devastatingly unaware of the world beyond us. High school was the When of she and I; it was why we worked When we did and why I can think back on our shared time together with no regrets. We were young and in love, of that I have no doubt, and so that love is something that can never be tarnished or forgotten or taken for granted. First loves only happen once in a lifetime.

Where

The night lights of Los Angeles had always been soothing to Rachel; she thought maybe it was because she was reminded of her college years in New York City, a place she had been so certain she would never leave – a place where she had obviously ended up in again, a place she called home then and now. But his eyes sparkled in the lights from the fountain behind him in her distinctly clear memory, and his innocence and kind smile reminded Rachel why LA had been home for as long as it had. Because sometimes the places you call home are never the places you thought they'd be.

A young man I met in Los Angeles was Where I loved. It was strange, being away from here, away from New York City and the life I'd built so painstakingly and for so long – the friends, the connections, the memories… But he was All-American in a city of people who made me constantly wonder if I was seeing their true selves or not, and you can't help but appreciate that kind of genuineness in a person.

He ran down the steps, getting closer to the fountain, so full of life and energy and love for Rachel that she could easily see reflected in his eyes at her. He gestured for her to follow him as he ran towards the water, and a laugh left Rachel's lips as she watched him kick off his shoes and jump gleefully into the lighted fountain. She could only laugh more, covering her mouth with one hand and clutching her sides with the other as a shockingly profound wave of love overtook her, watching him in that moment. He was so free, and Rachel couldn't have just walked away from him.

I loved him for that…

Before Rachel knew what had come over her, she was running and jumping into the water right alongside him. His arms caught her, and Rachel felt safe.

I was only meant to be in LA for half a year as part of an internship after college, but I ended up staying so much longer. The pull to make my way back to New York was strong, but it faded in the shadow of my love for Where, for Los Angeles and all it had come to represent for me.

The memory of Where began to fade, and Rachel's smile lit the room as she reminisced upon one of the greatest loves she had ever known.

When people ask me what city I love the most, I say LA. Because it's the place Where I found my most unexpected home.

Why

With a sudden surge of sadness, the image of a hospital bed and IV bags and a dresser topped with prescription medication bottles raced to the forefront of Rachel's consciousness. The bed was in a house and not a hospital, so the scene was more comforting than it might have been otherwise. But always, these memories both hurt and saved Rachel more than any of the others combined. Because here, in his room, she learned that a life without love was a wasted gift.

Why I love was one of the closest friends I have ever known. He passed away when we were seniors in high school, due to complications with the paralysis he suffered in a football accident a couple of years before that.

Rachel sat next to Why, her fingers grasping tightly to his as she rambled on and on about all of the goings on of life beyond his four walls. He smiled softly, quietly, as he always did. And when Rachel finally allowed herself to see the sadness of the news he was waiting to tell her, she ran out of words – a rarity in and of itself.

He told me he was dying. And I thought, perhaps selfishly, of how unfair it was that he would no longer be a part of my life, that I wouldn't have these afternoons spent in his company and that he wouldn't ever get to make it out of his bedroom for another Friday night football game again, even if he was only watching from the sidelines. The tears I cried tumbled down my cheeks and landed on the back of his hand, and he told me that he could almost feel the wetness, if he imagined it hard enough. That only made me cry more…

The light beyond Why's bedroom window was bright and warm and Rachel wanted nothing more than to run from the room, to burst from the house and out into the world and scream at the sun that it had no right! It had no right to shine so brightly, not when the bright flame of Why's existence was so soon to be snuffed out entirely. Instead, she stayed; she held Why's hand, and she listened to Why's words, and she kept her thoughts of the cruelty of the world to herself for the most part.

Why explained to me that he wasn't scared or sad or really even upset at all about death. The act of dying, he knew, would be something more painful for those of us left behind. What he was truly sad about was the fact that he'd never fallen in love; the good or the bad of it, he wanted it all and would never have it…

Rachel had kissed his forehead, and she had started to sing.

He would sing with me most of the days, until suddenly, he wasn't strong enough anymore; on those days, I would sing to him alone. And then one day, he was gone.

The image faded to black in Rachel's mind, her eyes slowly closed, and tears fell down her cheeks.

After he passed, the conversations we had never left my mind. Why should I – someone young and healthy and with my whole life ahead of me – allow myself to miss out on this beautiful opportunity of love while I'm here on earth and able to experience it? To give it, to receive it, to cherish it, even to lose it. I wanted it all, and he is Why; because a life without love is the kind of mistake I never wanted to make.

Rachel blinked heavily, the memories fading completely now back into the recesses of her mind. The curtains of her Manhattan apartment continued to flutter in the cool breeze, life continued to move beyond her window, and Quinn continued to gaze back at her as she came down from the story of her past loves.

"The sixth?" Quinn questioned, lifting her eyebrows and almost facetiously continuing, "Which one am I then?"

"You're none of them." Rachel's answer came effortlessly, and Quinn's expression was crestfallen. Rachel's heart clenched in her chest and then soared with her next words, "Because you are all of them."

Quinn's smile was contagious, beautifully painted on the perfect features that Rachel had fallen in love with.

And so Rachel explained.

"You are Who I love; the reality that far surpasses even my wildest dreams, and I cherish every moment we have together, hoping to turn just a little while into forever.

"You are What I love; the best friend with the perfect timing.

"You are When I love; the never-ending sense of adventure and innocence, the once-in-a-lifetime love that we'll someday reminisce about as our Once Upon a Time.

"You are Where I love; because my home is with you, wherever that may be.

"And you are Why I love; because before you, I didn't understand what I was looking for – but now, you are all I see. You give meaning to all of my previous loves, and you give hope to a future I didn't know I was so looking forward to living.

"You are the sixth. You are The Last."

With smiles on their faces and tangible love between them, Rachel and Quinn fell back onto the pillows, their lips fused in a slow, passionate kiss. When they broke apart to breathe the other in, Quinn repeated her previous statement. "I understand now, I really do."

Rachel kissed her forehead once more, knowing that her words were true.

"So," she said, trailing her fingertips up and down the exposed expanse of Quinn's arm, "How many were there…before me?"

Quinn lifted herself onto her elbows and stared down into Rachel's eyes, her hazel gaze causing Rachel's heart to swell with fierce love.

"Five."

Quirking an eyebrow, Rachel asked, "Their names?"

Biting her lip, Quinn was silent for a moment before whispering their names, now sacred:

"Who, What, When, Where, and Why..."

For Bridget, My Last

The author would like to thank you for your continued support. Your review has been posted.